AMERICAN AXLE & MANUFACTURING HOLDINGS INC (Form: S-1/A, Received: 12/21/1998 16:58:13)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998

REGISTRATION NO. 333-53491

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    DELAWARE                    3714                    38-3161171
(STATE OR OTHER           (PRIMARY STANDARD          (I.R.S. EMPLOYER
JURISDICTION OF              INDUSTRIAL           IDENTIFICATION NUMBER)
 INCORPORATION)      CLASSIFICATION CODE NUMBER)

1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

PATRICK S. LANCASTER
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

Copies of all correspondence to:

     WILSON S. NEELY                       MICHAEL A. CAMPBELL
SIMPSON THACHER & BARTLETT                 MAYER, BROWN & PLATT
   425 LEXINGTON AVENUE                  190 SOUTH LASALLE STREET
 NEW YORK, NEW YORK 10017              CHICAGO, ILLINOIS 60603-3441
     (212) 455-2000                           (312) 782-0600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as

practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered hereunder. Except for the SEC registration fee and the NASD filing fee, all amounts are estimates.

SEC registration fee..........................................   $ 33,925
NASD filing fee...............................................     12,000
NYSE filing fee...............................................    150,000
Accounting fees and expenses..................................    400,000
Legal fees and expenses.......................................    500,000
Blue Sky fees and expenses (including counsel fees)...........      5,000
Printing and engraving expenses...............................
Transfer agent's and registrar's fees and expenses............
Miscellaneous Expenses........................................
                                                                 --------
     Total....................................................   $
                                                                 --------
                                                                 --------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") authorizes the Registrant to indemnify the officers and directors of the Company, under certain circumstances and subject to certain conditions and limitations as stated therein, against all expenses and liabilities incurred by or imposed upon them as a result of actions, suits and proceedings, civil or criminal, brought against them as such officers and directors if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

Reference is hereby made to Article VI of the Registrant's By-laws, a copy of which is filed as Exhibit 3.02, which provides for indemnification of officers and directors of the Registrant to the full extent authorized by
Section 145 of the Delaware Law. Section 7 of Article VI of the Bylaws authorizes the Registrant to purchase and maintain insurance on behalf of any officer, director, employee, trustee or agent of the Registrant or its subsidiaries against any liability asserted against or incurred by them in such capacity or arising out of their status as such, whether or not the Registrant would have the power to indemnify such officer, director, employee, trustee or agent against such liability under the provisions of such Article or Delaware law.

The Registrant maintains a directors' and officers' insurance policy which insures the officers and directors of the Registrant from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the Registrant.

Section 102(b)(7) of the Delaware Law permits corporations to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty of care as a director. Reference is made to Article __ of the Registrant's Certificate of Incorporation, a copy of which is filed as Exhibit 3.01, which limits a director's liability in accordance with such Section.

Reference is made to Section 6 of the U.S. Purchase Agreement and the International Purchase Agreement, copies of which are filed as Exhibit 1.01 and 1.02, respectively, for information concerning indemnification arrangements among the Registrant and the Underwriters.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the Recapitalization, the Company issued 18,261, 1,488 and 1,304 shares of Common Stock to Jupiter, Richard E. Dauch and Morton E. Harris, respectively, in a one-for-one exchange for AAM, Inc. common stock held by each of the above pursuant to a private placement. In addition, the Company privately

II-1

issued 24 shares of Common Stock to Michael D. Alexander pursuant to a Management Common Stock Subscription Agreement. Mr. Alexander purchased his shares in October 1997 for approximately $400,000. The Company issued 18 shares of Common Stock to Gary J. Witosky pursuant to Mr. Witosky's exercise of options under a Nonqualified Stock Option Agreement. Mr. Witosky exercised his options in March 1998 for approximately $302,600.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

The following exhibits are filed herewith unless otherwise indicated.

  EXHIBIT
  NUMBER     DESCRIPTION
-----------  -------------------------------------------------------------------------------------------------------
 **1.01       --   Form of U.S. Purchase Agreement
 **1.02       --   Form of International Purchase Agreement
 **3.01       --   Amended and Restated Certificate of Incorporation of the Company
 **3.02       --   Bylaws of the Company
   4.01       --   Specimen Stock Certificate
 **5.01       --   Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being registered
 *10.01       --   Asset Purchase Agreement, dated February 18, 1994, between the American Axle & Manufacturing,
                   Inc. ("AAM, Inc.") and General Motors Corporation ("GM"), and all amendments thereto
+*10.02       --   Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
 *10.02(a)    --   Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
+*10.02(b)    --   Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM, Inc. and GM
+*10.02(c)    --   Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide Purchasing
                   ("G.M.T.G") (re: front & rear axles)
+*10.02(d)    --   Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller shafts)
+*10.02(e)    --   Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+*10.02(f)    --   Amended and Restated Memorandum of Understanding, dated September 2, 1997, between AAM, Inc. and
                   GM
 *10.02(g)    --   MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+*10.03       --   GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and General Motors
                   of Canada Limited ("GMCL")
+*10.04       --   AAM/GMCL Supply Agreement dated February 17, 1994 ("AAM/GMCL Supply Agreement") by and between
                   AAM, Inc. and GMCL
 *10.04(a)    --   Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
 *10.04(b)    --   Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
 *10.04(c)    --   Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM, Inc. and GMCL
+*10.05       --   Agreement dated February 17, 1997, between AAM, Inc. and GM
+*10.05(a)    --   Letter dated December 13, 1996, by AAM, Inc.
 *10.06       --   Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First Industrial, L.P.,
                   as lessor (Technical Center)
 *10.07       --   1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
 *10.08       --   The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management Stock Option
                   Plan
 *10.09       --   Nonqualified Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and Dauch

II-2

  EXHIBIT
  NUMBER     DESCRIPTION
-----------  -------------------------------------------------------------------------------------------------------
 *10.10       --   Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
 *10.11       --   Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
 *10.11(a)    --   Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch
 *10.12       --   Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the Company, Jupiter
                   Capital Corporation ("Jupiter"), Richard E. Dauch ("Dauch"), Morton E. Harris ("Harris") and AAM
                   Acquisition, Inc.
 *10.13       --   Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners II Merchant
                   Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., Blackstone Family Investment
                   Partnership II L.P., Jupiter, Dauch, Harris and AAM, Inc.
 *10.14       --   Monitoring Agreement, dated as of October 29, 1997, between the Company and Blackstone Management
                   Partners L.P.
 *10.15       --   Credit Agreement, dated as of October 27, 1997 (the "Credit Agreement"), among the Company, AAM,
                   Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral
                   agent, and Chase Manhattan Bank Delaware, as fronting bank
  10.15(a)    --   Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998 to the Credit Agreement
 *10.16       --   AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM Receivables
                   Corp.("AAM Receivables"), the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
 *10.16(a)    --   AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of October 29, 1997,
                   among AAM Receivables, the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
 *10.17       --   Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as purchaser,
                   and the Company, as Seller and Servicer
 *10.18       --   Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the Company, as
                   Servicer, and The Chase Manhattan Bank, as Trustee
 *10.19       --   Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc. and
                   Electronic Data Systems Corporation
**10.20       --   1998 Stock Incentive Plan
 *10.21       --   Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and Gary J.
                   Witosky
+*10.22(a)    --   Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b)    --   Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+*10.22(c)    --   Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d)    --   Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e)    --   Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
 *10.23       --   Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM, Inc.
 +10.24       --   Nomination Letter, dated August 8, 1998, between Isuzu/GM Joint Purchasing Team and AAM, Inc.
 *21          --   Subsidiaries of the Registrant
**23.01       --   Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
**23.02       --   Consent of Ernst & Young LLP
 *24.01       --   Power of Attorney
  27          --   Financial Data Schedules (For SEC use only)

* Previously filed

** To be filed by amendment.

II-3

+ Certain portions of the identified Exhibit have been omitted and separately filed with the Commission based upon a request for confidential treatment.

(b) Financial Statement Schedules:
Schedule II--American Axle & Manufacturing of Michigan, Inc.--Allowance for Doubtful Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the Offerings of such securities at that time shall be deemed to be the initial bona fide International Manager thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 5 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Detroit, State of Michigan, on the 21st day of December, 1998.

AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.

BY: /S/ PATRICK S. LANCASTER
    ----------------------------
TITLE: SECRETARY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 5 to the Registration Statement has been signed below by the following persons in the capacities indicated on the 21st day of December, 1998.

                 SIGNATURE                                       TITLE                             DATE
--------------------------------------------  --------------------------------------------   -----------------

             *Richard E. Dauch                Chairman of the Board of Directors;            December 21, 1998
-------------------------------------------   President and Chief Executive Officer
              Richard E. Dauch

              *Gary J. Witosky                Vice President--Finance and Chief Financial    December 21, 1998
-------------------------------------------   Officer
              Gary J. Witosky

             *Robert A. Krause                Treasurer                                      December 21, 1998
-------------------------------------------
              Robert A. Krause

               *B. G. Mathis                  Director; Executive Vice President             December 21, 1998
-------------------------------------------
                B. G. Mathis

             *Glenn H. Hutchins               Director                                       December 21, 1998
-------------------------------------------
             Glenn H. Hutchins

             *Bret D. Pearlman                Director                                       December 21, 1998
-------------------------------------------
              Bret D. Pearlman

             *David A. Stockman               Director                                       December 21, 1998
-------------------------------------------
             David A. Stockman

       *By: /s/ Patrick S. Lancaster
           --------------------------------
            Patrick S. Lancaster
              Attorney-in-Fact

II-5

SCHEDULE II

AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
ALLOWANCE FOR DOUBTFUL ACCOUNTS

                                                             BALANCE AT      CHARGED TO
                                                            BEGINNING OF     COSTS AND     DEDUCTIONS--    BALANCE AT
                          PERIOD                               PERIOD         EXPENSES       DESCRIBE     END OF PERIOD
----------------------------------------------------------   ------------    ----------    -----------    -------------
                                                                                   (IN THOUSANDS)
Year Ended December 31, 1995..............................      $  100         $  950         $  50(1)       $ 1,000
Year Ended December 31, 1996..............................      $1,000         $1,600         $   0          $ 2,600
Year Ended December 31, 1997..............................      $2,600         $1,000         $ 353(1)       $ 3,247

(1) Uncollectible accounts charged off net of recoveries.

EXHIBIT INDEX

  EXHIBIT                                                                                                  SEQUENTIAL
  NUMBER     DESCRIPTION                                                                                   PAGE NO.
-----------  -------------------------------------------------------------------------------------------   ----------
 **1.01       --   Form of U.S. Purchase Agreement
 **1.02       --   Form of International Purchase Agreement
 **3.01       --   Amended and Restated Certificate of Incorporation of the Company
 **3.02       --   Bylaws of the Company
   4.01       --   Specimen Stock Certificate
 **5.01       --   Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being
                   registered
 *10.01       --   Asset Purchase Agreement, dated February 18, 1994, between the American Axle &
                   Manufacturing, Inc. ("AAM, Inc.") and General Motors Corporation ("GM"), and all
                   amendments thereto
+*10.02       --   Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
 *10.02(a)    --   Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM,
                   Inc. and GM
+*10.02(b)    --   Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM,
                   Inc. and GM
+*10.02(c)    --   Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide
                   Purchasing ("G.M.T.G") (re: front & rear axles)
+*10.02(d)    --   Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller
                   shafts)
+*10.02(e)    --   Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+*10.02(f)    --   Amended and Restated Memorandum of Understanding, dated September 2, 1997, between
                   AAM, Inc. and GM
 *10.02(g)    --   MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+*10.03       --   GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and
                   General Motors of Canada Limited ("GMCL")
+*10.04       --   AAM/GMCL Supply Agreement dated February 17, 1994 ("AAM/GMCL Supply Agreement") by
                   and between AAM, Inc. and GMCL
 *10.04(a)    --   Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
 *10.04(b)    --   Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
 *10.04(c)    --   Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM,
                   Inc. and GMCL
+*10.05       --   Agreement dated February 17, 1997, between AAM, Inc. and GM
+*10.05(a)    --   Letter dated December 13, 1996, by AAM, Inc.
 *10.06       --   Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First
                   Industrial, L.P., as lessor (Technical Center)
 *10.07       --   1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
 *10.08       --   The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management
                   Stock Option Plan
 *10.09       --   Nonqualified Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and
                   Dauch
 *10.10       --   Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
 *10.11       --   Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
 *10.11(a)    --   Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch

  EXHIBIT                                                                                                  SEQUENTIAL
  NUMBER     DESCRIPTION                                                                                   PAGE NO.
-----------  -------------------------------------------------------------------------------------------   ----------
 *10.12       --   Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the
                   Company, Jupiter Capital Corporation ("Jupiter"), Richard E. Dauch ("Dauch"), Morton
                   E. Harris ("Harris") and AAM Acquisition, Inc.
 *10.13       --   Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners
                   II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P.,
                   Blackstone Family Investment Partnership II L.P., Jupiter, Dauch, Harris and AAM,
                   Inc.
 *10.14       --   Monitoring Agreement, dated as of October 29, 1997, between the Company and
                   Blackstone Management Partners L.P.
 *10.15       --   Credit Agreement, dated as of October 27, 1997 (the "Credit Agreement"), among the
                   Company, AAM, Inc., the lenders named therein, The Chase Manhattan Bank, as
                   administrative agent and collateral agent, and Chase Manhattan Bank Delaware, as
                   fronting bank
  10.15(a)    --   Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998 to the Credit
                   Agreement
 *10.16       --   AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM
                   Receivables Corp.("AAM Receivables"), the Company, as Servicer, and The Chase
                   Manhattan Bank, as Trustee
 *10.16(a)    --   AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of
                   October 29, 1997, among AAM Receivables, the Company, as Servicer, and The Chase
                   Manhattan Bank, as Trustee
 *10.17       --   Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as
                   purchaser, and the Company, as Seller and Servicer
 *10.18       --   Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the
                   Company, as Servicer, and The Chase Manhattan Bank, as Trustee
 *10.19       --   Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc.
                   and Electronic Data Systems Corporation
**10.20       --   1998 Stock Incentive Plan
 *10.21       --   Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and
                   Gary J. Witosky
+*10.22(a)    --   Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b)    --   Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+*10.22(c)    --   Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d)    --   Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e)    --   Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
 *10.23       --   Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM,
                   Inc.
 +10.24       --   Nomination Letter, dated August 8, 1998, between Isuzu/GM Joint Purchasing Team and
                   AAM, Inc.
 *21          --   Subsidiaries of the Registrant
**23.01       --   Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
**23.02       --   Consent of Ernst & Young LLP
 *24.01       --   Power of Attorney
  27          --   Financial Data Schedules (For SEC use only)

* Previously filed

** To be filed by amendment.

+ Certain portions of the identified Exhibit have been omitted and separately filed with the Commission based upon a request for confidential treatment.

NUMBER [GRAPHIC] SHARES

[AXL ] [ ]

     COMMON STOCK             [LOGO]                   COMMON STOCK
INCORPORATED UNDER THE LAWS                  SEE REVERSE FOR CERTAIN DEFINITIONS
 OF THE STATE OF DELAWARE                            CUSIP 024061 10 3

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF ONE CENT ($.01) EACH

OF THE COMMON STOCK OF

American Axle & Manufacturing Holdings, Inc. (hereinafter called the "Corporation") transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

[CORPORATE SEAL
1998
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. DELAWARE]

/s/ Patrick S. Lancaster                /s/ Richard E. Dauch
SECRETARY                               CHAIRMAN OF THE BOARD, CEO AND PRESIDENT

COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT AND REGISTRAR,

AUTHORIZED OFFICER

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

The Corporation will furnish to any stockholder upon request to the office of the Corporation in Detroit, Michigan, and without charge, a full statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights, so far as the same have been fixed and determined by the Board of Directors pursuant to authority expressly vested in it by the provisions of its Certificate of Incorporation, as amended.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -as tenants in common                UNIF GIFT MIN ACT- ____________  Custodian  ____________
TEN ENT -as tenants by the entireties                             (Cust)                   (Minor)
JT TEN  -as joint tenants with right of                         under Uniform Gifts to Minors
         survivorship and not as tenants                        Act ____________
         in common                                                     (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, ______________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[ ]

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_________________________________________________________________________Shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_______________________________________________________________________Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated_____________________

                                    THE SIGNATURE TO THIS ASSIGNMENT MUST
                          NOTICE:   CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                    FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                                    WITHOUT ALTERATION OR ENLARGEMENT OR ANY
                                    CHANGE WHATEVER.


Signature(s) Guaranteed:

___________________________________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION

PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

AMERICAN BANK NOTE COMPANY      PRODUCTION COORDINATOR: BELINDA BECK 215-830-2198
    680 BLAIR MILL ROAD                     PROOF OF JULY 14, 1998
    HORSHAM, PA 19044                           AMERICAN AXLE
      (215) 657-3480                              H 57287bk
-----------------------------   ------------------------------------------------
SALES: G. BEEHLER/T.MCATEER:
          (212)557-9100              OPERATOR:                        eg/lr
-----------------------------   ------------------------------------------------
     /NET/BANKNOTE/HOME
     11/AMERICAN57287                               rev 1

Exhibit 10.15(a)
CONFORMED COPY

AMENDMENT NO. 1, WAIVER AND AGREEMENT dated as of September 30, 1998 (this "Amendment"), to the Credit Agreement dated as of October 27, 1997 ("Credit Agreement"), among American Axle & Manufacturing of Michigan, Inc., a Michigan corporation ("AAMM"), American Axle & Manufacturing, Inc., a Delaware corporation (the "Borrower"), the lenders party thereto (the "Lenders"), The Chase Manhattan Bank, a New York banking corporation, as administrative agent (the "Administrative Agent"), and Chase Manhattan Bank Delaware, as fronting bank (the "Fronting Bank").

A. The work stoppage that occurred at General Motors Corporation during June, 1998, and July, 1998, negatively impacted the Borrower's financial condition and operating results as of and for the fiscal quarters ended June 30, 1998, and September 30, 1998 (the "GM Work Stoppage Impact").

B. The Borrower intends to, or intends to cause one of its subsidiaries (together with the Borrower, the "Acquiror") to, acquire (the "Acquisition") all the capital stock of a European axle manufacturer (the "Target") from the holder thereof (the "Seller") for consideration consisting of (a) approximately $42,000,000 (including up to $2,000,000 for closing adjustments) in cash to be paid to the Seller at the closing of the Acquisition, (b) up to $12,000,000 in cash that may be paid to the Seller after the closing of the Acquisition pursuant to an earn-out formula to be agreed upon by the parties to the Acquisition and (c) the retention by the Target at the closing of the Acquisition of up to (pound)23,000,000 (approximately $38,000,000) in the aggregate of indebtedness (the "Target Indebtedness") (the aggregate amount of the maximum cash consideration that may be payable pursuant to clauses (a) and (b) above and the Target Indebtedness being hereinafter collectively referred to as the "Purchase Price") and otherwise on terms reasonably satisfactory to the Administrative Agent.

C. Pursuant to the Credit Agreement, the Lenders and the Fronting Bank have extended credit to the Borrower, and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein.

D. The Borrower has requested that the Required Lenders (a) agree to amend certain provisions of the Credit Agreement to reflect the GM Work Stoppage Impact as set forth herein and (b) waive certain provisions of the Credit Agreement to permit the Acquisition as set forth herein.

E. The Required Lenders are willing to so amend the Credit Agreement and to grant such waivers, in each case pursuant to the terms and subject to the conditions set forth herein.

F. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1. Amendment. (a) Section 1.01 of the Credit Agreement is hereby amended as follows:

(i) by inserting immediately after the words "on a consolidated basis in accordance with GAAP" in the definition of the term Net Leverage Ratio the words ", provided that, solely for purposes of determining whether the Net Leverage Ratio as of the end of any four fiscal-quarter period that includes the fiscal quarter ended September 30, 1998, is in compliance with Section 6.12, there shall be added to the amount determined pursuant to clause (b), in the case of any such four fiscal-quarter period ending on or before March 31, 1999, an additional $71,192,000, and, in the case of the four fiscal-quarter period ending on June 30, 1999, an additional $42,018,000."

(ii) by inserting immediately after the words "(excluding for purposes of computing Retained Cash Earnings, all transactions included in the Recapitalization)" in the definition of the term Retained Cash Earnings the words ", provided that, solely for purposes of determining whether Retained Cash Earnings as of the end of any fiscal quarter beginning on or after October 1, 1998, are in compliance with Section 6.13, there shall be added to the amount determined pursuant to the foregoing an additional $44,851,000."

(b) Schedule B of the Credit Agreement is hereby amended by inserting immediately after the words "such officers' certificate of any Event of Default or Default" the words ", except that, for the period from and including September 30, 1998, until such date as the financial statements to be delivered pursuant to Section 5.04 and such officer's certificate have been delivered for the fiscal quarter ended September 30, 1998, the Net Leverage Ratio shall be deemed, solely for purposes of this Schedule B, to be greater than 3.50 to 1.00."

SECTION 2. Waiver. (a) The Required Lenders hereby waive compliance with the requirement in Section 6.04(j) of the Credit Agreement that the amount of investments constituting Permitted Business Acquisitions not exceed the amount specified therein to the extent, but only to the extent, necessary to permit the Dollar equivalent of the amount of the Purchase Price to exceed (such excess Purchase Price, the "Excess Purchase Price") the aggregate amount of investments that AAMM, the Borrower and the Subsidiaries would otherwise be permitted to make, as of the closing of the Acquisition, under Sections 6.04(j) and 6.04(k) of the Credit Agreement, provided that, as of the closing of the Acquisition, no investments other than the Acquisition will have been made by AAMM, the Borrower or the Subsidiaries pursuant to Sections 6.04(j) and 6.04(k) of the Credit Agreement and provided further that the Dollar equivalent of the amount of the Excess Purchase Price shall be considered a use in that amount of the investments that AAMM, the Borrower and the Subsidiaries are permitted to make pursuant to Section 6.04(l) of the Credit Agreement.

(b) The Required Lenders hereby waive compliance with the requirement in Section 6.01(q) of the Credit Agreement that the amount of outstanding Indebtedness of foreign Subsidiaries that is not otherwise permitted under Section 6.01

of the Credit Agreement not exceed the amount specified in Section 6.01(q) of the Credit Agreement to the extent, but only to the extent, necessary to permit the Dollar equivalent of the amount of Target Indebtedness to exceed (such excess Target Indebtedness, the "Excess Target Indebtedness") the aggregate amount of Indebtedness that the Borrower and all Subsidiaries, with respect to Section 6.01(j) of the Credit Agreement, and foreign Subsidiaries, with respect to Section 6.01(q) of the Credit Agreement, would otherwise be permitted to Incur, create, assume or permit to exist, as of the closing of the Acquisition, under Sections 6.01(j) and 6.01(q) of the Credit Agreement, provided that, as of the closing of the Acquisition, no Indebtedness other than the Target Indebtedness will have been Incurred, created, assumed or permitted to exist by the Borrower or any Subsidiary pursuant to Sections 6.01(j) and 6.01(q) of the Credit Agreement and provided further that the Dollar equivalent of the amount of the Excess Target Indebtedness shall be considered a use in that amount of the Indebtedness that the Borrower and the domestic Subsidiaries are permitted to Incur, create, assume or permit to exist pursuant to Section 6.01(p) of the Credit Agreement.

SECTION 3. Representations and Warranties. The Borrower and AAMM each represents and warrants to the Administrative Agent and the Lenders that:

(a) This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date.

SECTION 4. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written when (a) the representations and warranties set forth in Section 3 of this Amendment shall be true and correct and (b) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of AAMM, the Borrower and the Required Lenders.

SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement, and shall not alter, modify, amend or in any way affect the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle AAMM or the Borrower to a consent to, or a waiver, amendment, modification or other change

of, any terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.

SECTION 6. Credit Agreement. Except as specifically amended or waived hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended and waived hereby. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement.

SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

SECTION 8. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 9. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

AMERICAN AXLE & MANUFACTURING
OF MICHIGAN, INC.,

by   /s/ Gary J. Witosky
     Name:  Gary J. Witoksy
     Title: VP-Finance & Chief Financial
            Officer

AMERICAN AXLE & MANUFACTURING,
INC.,

by   /s/ Gary J. Witosky
     Name:  Gary J. Witosky
     Title: VP-Finance & Chief Financial
            Officer

THE CHASE MANHATTAN BANK,

by   /s/ Rosemary Bradley
     Name:  Rosemary Bradley
     Title: Vice President